8-KOther Events

L3HARRIS TECHNOLOGIES, INC. /DE/ 8-K Report, Corporate Update (Oct 28, 2009)

Filed October 28, 2009For Securities:LHX

Summary

This 8-K filing from Harris Corporation (now L3Harris Technologies) reports the voting results from its 2009 Annual Meeting of Shareholders, held on October 23, 2009. The meeting saw strong shareholder support for the re-election of four director nominees and the ratification of Ernst & Young LLP as the independent auditor for the upcoming fiscal year. Notably, a shareholder proposal advocating for an independent chairman of the board was rejected by a significant margin, indicating shareholder confidence in the current board leadership structure. The company also announced the designation of Leslie F. Kenne as Lead Independent Director for a term following the 2010 Annual Meeting. These results reflect shareholder alignment with the Board of Directors' recommendations on key governance matters. The overwhelmingly positive votes for director re-elections and auditor ratification suggest stability and continued trust in the company's management and oversight. Investors can view these outcomes as a sign of stable governance, a crucial factor in assessing the long-term health and strategic direction of the company.

Key Highlights

  • 1Shareholders re-elected all four nominated directors (Terry D. Growcock, Leslie F. Kenne, David B. Rickard, and Gregory T. Swienton) for one-year terms with substantial 'For' votes.
  • 2Ernst & Young LLP was ratified as the company's independent registered public accounting firm for the fiscal year ending July 2, 2010, with strong shareholder approval.
  • 3A shareholder proposal to amend the By-Laws to require an independent chairman of the board was rejected by a significant majority.
  • 4Approximately 87% of the company's issued and outstanding shares were represented at the meeting.
  • 5Leslie F. Kenne was designated as the Lead Independent Director, serving a term expiring after the 2010 Annual Meeting.
  • 6The company indicated a shift towards annual director elections, with all directors to be elected annually commencing at the 2011 Annual Meeting.

Frequently Asked Questions

The 2009 Annual Meeting saw shareholders overwhelmingly re-elect the nominated directors and ratify the appointment of Ernst & Young LLP as the independent auditor. A shareholder proposal seeking an independent chairman of the board was rejected.

While there were some 'Against' votes and 'Abstain' votes on director elections and auditor ratification, the support levels were very high, indicating broad shareholder agreement with the board's recommendations. The shareholder proposal for an independent chairman faced significant opposition and was rejected.

Leslie F. Kenne was designated as the Lead Independent Director. Her term is set to expire immediately after the Company's 2010 Annual Meeting of Shareholders, or until her successor is designated and qualified.

The rejection of the shareholder proposal for an independent chairman suggests that shareholders are comfortable with the current board leadership structure and do not see an immediate need to mandate an independent chairman through by-law amendments.